Back To: BUSINESS ENTITIES, CORPORATE GOVERNANCE, & OWNERSHIP

What is a Supermajority?

A supermajority refers to a change made to the corporate charter of an organization that seeks voting of around 67% to 90% shareholders in its favor. Supermajority is also known as a supermajority amendment. In case, there are at least 50% shareholders supporting charter, the related decision will be implemented. Political parties use a supermajority during the enforcement of specific rules and policies.

How Does a Supermajority Work?

Supermajorities were a result of in-depth conversations among judges in classical Rome. Later, the primitive church followed a policy of 67% supermajority at the time of casting a vote during elections. Though Pope John Paul II tried to modify this rule in the year 1996, but it still remains in existence for conducting popes elections. If an organization matter requires a supermajority of stakeholders such as shareholders, management, etc. for arriving at a crucial decision, then it may become to arrive at a specific solution. However, these matters can be resolved with the help of a dialogue pass that is supported by many members, resulting in more feasibility in the long-run. In the corporate world, significant issues like mergers, acquisitions, changes made at the executive level, the conversion of a private bank into a public bank, and vice-versa, etc. have the requirement of a supermajority voting. However, there are certain decisions that don't require a supermajority vote, and can be taken at the discretion of the organizations Board of Directors. Such decisions include declaring dividends to shareholders.

Supermajorities and Voting Shareholders

Most of the times, a supermajority voting takes place in the shareholder meeting held by a company. Based on how crucial the matter is or how quickly the decision needs to be made, such meetings can take place once in a year, or at frequent intervals during the whole year. Shareholder meetings tend to be management sessions that have a pre-decided and particular format to follow. The format revolves around a parliamentary process where every speaker gets a time limit for presenting his or her thoughts on the topic, as well as a protocol to follow for sharing their views. These meetings are usually led by an official secretary, attorney, or any other officer. When the formal proceedings end, they record the minutes in a formal manner. Last year in May, Duke Energy made a statement saying that one of the company's proposals was not passed because of not accomplishing the 80% target of outstanding shares. Their proposal was to abolish the idea of supermajority voting in the Restated Certificate of Incorporation of Duke Energy Corporation in Duke.

Related Topics

• Corporate Governance Law (Intro)
• What is Business Governance?
• Berle-Means Thesis 
• Corporate Governance Rating Definition
• Who are the members of a corporation?
• Corporate Charter
• Shareholder Register
• Common Stock
• Preferred Stock
• Par Value
• Authorized Shares
• Issued Shares of Stock
• Unissued Shares of Stock
• Outstanding Shares
• Institutional Shares
• Dual Class Shares
• What is a closely-held corporation?
• Close Corporation Plan Definition
• What is a Private Company vs a Public Company?
• What is the role and purpose of the corporation?
• What is the Agency theory of corporate governance?
• Shareholder-Centric Perspective
• Shareholder Value
• What is the Stakeholder theory of corporate governance?
  
• What is the role & rights of Shareholders in the corporation?
  
• Shareholder Democracy Definition
• Quorum Definition
• Information Circular
• Straight and Cumulative Voting
• Statutory (Straight)
  
• Cumulative Voting
• Plurality Voting
• Class Voting Shareholders
• Changing the Voting Rules
• Supermajority (Voting)
• Shareholder Sponsored Proposal 
• What are the variations on attributes of Ownership structure?
• Stock Split
• What are the fiduciary duties owed by shareholders?
• When is a shareholder personally liable for corporate obligations?
• Appraisal Rights
• Dissenter's Rights
• Say on Pay Rights
• How can shareholder enforce their rights (direct and derivative actions)?
• Amotion
• What is the process for bringing a Derivative action?
• What are corporate vote Proxies?
• Proxy Statement
• Proxy Fight or Contest Definition & Explanation 
• What is Shareholder Activism and the significance of Institutional Investors?
• Activist Investor
• Overview of Board of Directors
• Board Decision Making
• Advisory Board (Observer Directors)
• What is the role of the Board of Directors?
• Board of Trustees
• Board of Governors
• What is the composition of the board of directors?
• Chairman of the Board
• CEO as Chairman of the Board
• Inside Director
  
• Outside Director
• Outside Director or Non-Executive Director Definition
• Independent Outside Director
• Budget Committee
• Audit Committee
• Compensation Committee
• Nomination Committee (Corporate Board)
• What standards govern the actions of the board of directors?
• Duty of Candor Definition
• Duty of Care (Board of Directors)
• Duty of Loyalty (Directors) 
• Self-Dealing
• Board Evaluation Definition
• What is the Business Judgment Rule?
• What is D&O insurance?
• Codetermination (Foreign)
• What is the role of Managers of the corporation?
• What standards govern manager actions?
• Chief Executive Officer (CEO)
• Chief Financial Officer
• Chief Information Officer (CIO)
• Chief Investment Officer (CIO)
• Chief Legal Officer
• Chief Operating Officer
• Chief Risk Officer
• Chief Security Officer
• Chief Technology Officer (CTO)
• What are the primary state and federal corporate governance laws?
• What is the role of the state in corporate governance?
• What is the role of Securities Laws in corporate governance?
• What is the role of the Foreign Corrupt Practices Act in corporate governance?
• What is the Sarbanes-Oxley Act (SOX) effect on corporate governance?
• Sarbanes-Oxley Act (SOX)
• What is the Dodd-Frank Wall Street Reform and Consumer Protection Act effect on corporate governance?
• Corporate Monitors
• What industry organization standards affect corporate governance?
• How do proxy advisory firms affect corporate governance?
• What is the role of ethics in corporate governance?
• What are the major causes of corporate governance issues?
• What are the access to information issues?
• What are decision-making structure issues?
• What are the power struggle or competition issues?
• Holding Company
• What are hostile takeovers and defenses to hostile takeovers?
• Williams Act
• Staggered Board
• Shark Repellent Defenses?
• Poison Pill Defenses?
• Flip Over Poison Pill Definition
• Flip In Poison Pill Definition
  
• Voting Poison Pill Plan
• Delay-Tactic Defenses?
• Legal Lockup Defenses?
• White Knight and Pac Man Defenses?
• Jonestown Defense
• Lady Macbeth Strategy
• Macaroni Defense
• Yellow Knight
• Back-end Plan Definition
• Backflip Takeover Definition
• Dead Hand Provision Definition
• Kamikaze Defense
• Operating Company Property Company Model
• Whitemail
• Scorched Earth Policy Definition
• Revlon Rule
• What are benefit-alignment issues?
• Cadbury Rules Definition